ContractConolog Corp • August 6th, 2009 • Electronic components, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 3, 2009, by and among Conolog Corporation, a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
CONOLOG CORPORATION SELLING AGENT AGREEMENTSelling Agent Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
Conolog Corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) (i) up to One Million Dollars($ 1,000,000) of convertible debentures convertible into shares of common stock (“Convertible Debentures”); (ii) common stock warrants (the “Warrants”); and (iii) Class B warrants (“Class B Warrants”) exercisable for 36 months into the Convertible Debentures(collectively, the “Securities”). Offers and sales of the Securities shall be to Accredited Investors (as defined in Regulation D promulgated by the Securities and Exchange Commission) or “qualified institutional buyers” as defined under Rule 144A. This letter agreement shall confirm our agreement concerning Garden State Securities, Inc. acting as exclusive selling or placement agent (the “Selling Agent” or “GSS”)) in connection with the sale of the Securities.
ESCROW AGREEMENTEscrow Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
This Agreement is dated as of the 3rd day of August, 2009 among Conolog Corporation, a Delaware corporation (the “Company”), the Subscribers identified on Schedule A hereto (each a “Subscriber” and collectively “Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
SECURITY AGREEMENTSecurity Agreement • August 6th, 2009 • Conolog Corp • Electronic components, nec • New York
SECURED CONVERTIBLE NOTEConolog Corp • August 6th, 2009 • Electronic components, nec • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of secured convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
ContractConolog Corp • August 6th, 2009 • Electronic components, nec • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CONOLOG CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
